I, Abigail M. Armstrong, Secretary of Allmerica Financial Life Insurance and
Annuity Company, do hereby certify that the following is a resolution approved
by unanimous vote of the Board of Directors on June 13, 1996, and that such
resolution has not been repealed or amended, and is in full force and effect as
of the date hereof:
VOTED: That pursuant to the provisions of Article Third (b) and (c) of
its Certificate of Incorporation and as authorized by Section 2932
of the Delaware Insurance Code, the appropriate officers of the
Company are hereby authorized to establish from time-to-time and
to maintain one or more separate accounts (collectively, "Separate
Accounts") independent and apart from the Company's general
investment account for the purpose of providing for the issuance
by the Company of such Contracts as may be determined from
time-to-time;
That separate investment divisions ("Sub-Accounts") may be
established within each Separate Account to which net payments may
be allocated in accordance with the terms of the relevant
Contracts, and that the appropriate officers of the Company be and
hereby are authorized to increase or decrease the number of
Sub-Accounts in a Separate Account, as may be deemed necessary or
appropriate from time-to-time;
That in accordance with the terms of the relevant Contracts, the
portion of the assets of each such Separate Account equal to the
separate account reserves and other contract liabilities shall not
be chargeable with liabilities arising out of any other business
the Company may conduct;
That the income and gains and losses, whether or not realized,
from assets allocated to a Separate Account shall be credited to
or charged against such Separate Account without regard to other
income, gains or losses of the Company or any other Separate
Account, and that the income and gains and losses, whether or not
realized, from assets allocated to each Sub-Account of a Separate
Account shall be credited to or charged against such Sub-Account
without regard to other income, gains or losses of the Company,
any other Sub-Account or any other Separate Account;
That the appropriate officers of the Company are authorized to
determine investment objectives and appropriate underwriting
criteria, investment management policies and other requirements
necessary or desirable for the operation and management of each of
the Company's Separate Accounts and Sub-Accounts thereof;
provided, however, that if a Separate Account is registered with
the Securities and Exchange Commission as a unit investment trust,
each such Sub-Account thereof shall invest only in the shares of a
single investment company or a single series or portfolio of an
investment company organized as a series fund pursuant to the
Investment Company Act of 1940;
That the appropriate officers of the Company be and they hereby
are authorized to deposit such amounts in a Separate Account and
the Sub-Accounts thereof as may be necessary or appropriate to
facilitate the commencement of operations;
That the appropriate officers of the Company be and they hereby
are authorized to transfer funds from time-to-time between the
Company's general account and the Separate Accounts as deemed
necessary or appropriate and consistent with the terms of the
relevant Contracts;
That the appropriate officers of the Company be and they hereby
are authorized to change the name or designation of a Separate
Account and Sub-Accounts thereof to such other names or
designations as they may deem necessary or appropriate;
That the appropriate officers of the Company, with such assistance
from the Company's auditors, legal counsel and independent
consultants, or others as they may require, are hereby severally
authorized to take all appropriate action, if in their discretion
deemed necessary, to: (a) register the Separate Accounts under the
Investment Company Act of 1940, as amended; (b) register the
relevant Contracts in such amounts, which may be an indefinite
amount, as the appropriate officers of the Company shall from
time-to-time deem appropriate under the Securities Act of 1933;
(c) to claim exemptions from registration of a Separate Accounts
and/or the relevant Contracts, if appropriate; and (d) take all
other actions which are necessary in connection with the offering
of the Contracts for sale and the operation of the Separate
Accounts in order to comply with the Investment Company Act of
1940, the Securities Exchange Act of 1934, the Securities Act of
1933, and other applicable federal laws, including the filing of
any amendments to registration statements, any undertakings, any
applications for exemptions from the Investment Company Act of
1940 or other applicable federal laws, and the filing of any
documents necessary to claim or to maintain such exemptions, as
the appropriate officers of the Company shall deem necessary or
appropriate;
That the Secretary and Counsel is hereby appointed as agent for
service under any such registration statement and is duly
authorized to receive communications and notices from the
Securities and Exchange Commission with respect thereto and to
exercise the powers given to such agent in the rules and
regulations of the Securities and Exchange Commission under the
Securities Act of 1933, the Securities Exchange Act of 1934, or
the Investment Company Act of 1940;
That the appropriate officers of the Company are hereby authorized
to establish procedures under which the Company will institute
procedures for providing voting rights for owners of such
Contracts with respect to securities owned by the Separate
Accounts;
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That the appropriate officers of the Company are hereby authorized
to execute such agreement or agreements as deemed necessary and
appropriate (i) with Allmerica Investments, Inc., or other
qualified entity under which Allmerica Investments, Inc., or other
such entity, will be appointed principal underwriter and
distributor for the Contracts, (ii) with one or more qualified
banks or other qualified entities to provide administrative and/or
custodial services in connection with the establishment and
maintenance of the Separate Accounts and the design, issuance and
administration of the Contracts;
That, since it is anticipated that the Separate Accounts will
invest in securities, the appropriate officers of the Company are
hereby authorized to execute such agreement or agreements as may
be necessary or appropriate to enable such investments to be made;
That the appropriate officers of the Company, and each of them,
are hereby authorized to execute and deliver all such documents
and papers and to do or cause to be done all such acts and things
as they may deem necessary or desirable to carry out the foregoing
votes and the intent and purposes thereof.
* * *
IN WITNESS WHEREOF, I set my hand and the seal of the corporation, this 13th day
of June, 1996.
/s/ ABIGAIL M. ARMSTRONG
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Abigail M. Armstrong, Secretary
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